Corporate disputes

The foundation of any company – private or public – is an overriding objective (or set of objectives) defined by its founders or current owners. This can be formalised, e.g. in a strategy document, or remain informal. It drives the company’s activities, such as continuously growing the company’s market value and generating ever-higher profits that translate into dividends for its shareholders or stakeholders.

“Company objective” is not, however, the same as “company interest” and does not necessarily coincide with the interests of persons or entities associated with the company. It also happens that the interests of all the company’s stakeholders – e.g. minority shareholders, community representatives, managers or employees – do not coincide.

Conflicting interests sometimes give rise to conflicts that are referred to as ‘corporate disputes’. The common denominator of corporate disputes is that the parties use the available tools to defend or pursue their interests.

Different faces of a corporate dispute

The source and subject of a corporate dispute may be, for instance:

• differences in interpretation or non-compliance with contracts;
• abuse of rights, including, for instance, challenging resolutions of the general meeting (for joint stock companies) or shareholders’ meeting (for limited liability companies);
• an attempt of hostile takeover – a situation where one company wants to take over another despite opposition from shareholders, management and supervisory board;
• breaches of mandatory disclosures;
• violation of shareholders’ or minority shareholders’ rights under the memorandum of association, the company’s articles of association or the law (e.g. the Commercial Companies’ Code);
• withdrawal of the company’s shares from public (delisting at stock exchange) trading, compulsory buyout of shares from shareholders (squeeze out);
• suspension or dismissal of management board members and delegation of supervisory board members to perform temporarily the duties of management board members;
• failure to observe company secrecy or acting to the detriment of the company;
• a claim against members of the company’s governing bodies for damage caused in connection with the exercise of their functions.

Corporate disputes – the scope of our support

At NOBILI PARTNERS, we provide extensive support to owners, shareholders (majority and minority) and managers of a company during on-going corporate disputes.

By blending our competences, we act as both strategic advisors – working in consortia – and we co-ordinate the work of advisors (e.g. law firms, audit firms, social media agencies). We also carry out point specific support activities within disputes led by other advisers (e.g. development and implementation of public communication strategies).

As part of our corporate litigation services:

• we analyse in detail all aspects of the dispute (communication, legal, financial, personnel);
• we develop comprehensive strategies and action plans taking into account the key participants in the dispute and the company’s stakeholders;
• we coordinate external communication (to customers, counterparties) and internal company communication;
• we are responsible for shaping public opinion on the subject of the dispute, conducting activities aimed at traditional media and campaigns in social media;
• we prepare our customers for running a dispute (training sessions, negotiation strategies, training in public speeches, including in the media);
• we advise on communication with public administration and capital market institutions and associations, including the Polish Financial Supervision Authority, the Stock Exchange.

For cases requiring either court action or an in-depth legal expertise, we team up with renowned law firms with experienced trial lawyers and lawyers with in-depth knowledge of company law, securities law, civil law and criminal law.

What do you gain while working with us?

– A complete, in-depth approach – we analyse thoroughly each case (background and substance of the dispute, relations between the participants), identifying opportunities and risks in the legal, financial and image areas.

– Pragmatic action strategies and specific tools that take into account the specific nature of the dispute, the customer’s expectations and the objectives set by the customer.

– Taking care for the reputation of the shareholders, managers and companies involved in the dispute in every phase of the process.

– Security brought by the correct fulfilment of legal or mandatory disclosures (compliance), avoiding severe sanctions – in case a public company or its shareholder is a party to the dispute.

Read more about our support services provided during corporate litigation: “Media relations“, “Social media“, “Crisis communication“, as well as “Information obligations. Compliance”.